[Illegible]

Amendment
to Rights Agreement

           This
Amendment to Rights Agreement (this “Amendment”), dated as of July [handwritten] 5, 2002, is entered into by
Maxwell Technologies, Inc., a Delaware corporation (the “Company”), and Mellon
Investor Services LLC (formerly ChaseMellon Shareholder Services, L.L.C.), a
New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

           Whereas,
the Company and the Rights Agent executed a Rights Agreement, dated as of
November 5, 1999 (the “Rights Agreement”) that provided for the terms and
conditions governing common share purchase rights distributed as a dividend to
the Company’s stockholders; and

           Whereas,
pursuant to Section 27 of the Rights Agreement, the Company desires amend the
Rights Agreement to increase the percentage of the Company’s stock that causes
a stockholder to become an “Acquiring Person” within the meaning of the Rights
Agreement from 15% to 20%;

           Now,
therefore, the Rights Agreement is hereby amended as follows:

	
   
	
  1.
	
  The definition of “Acquiring Person” in Section 1(a)
  of the Rights Agreement is amended to change the figure 15% to 20% each time
  such figure appears in the definition, it being understood that the purpose
  of this amendment is to raise the threshold for determining an Acquiring
  Person from the beneficial ownership of 15% of the Company’s outstanding
  common stock to the beneficial ownership of 20% of such outstanding common
  stock.

	
   
	
   
	
   

	
   
	
  2.
	
  Each time the figure “15%” appears in Section 3(a),
  Exhibit B or elsewhere in the Rights Agreement in reference to the threshold
  beneficial ownership of an Acquiring Person such figure is hereby amended to
  the figure “20%”.

	
   
	
   
	
   

	
   
	
  3.
	
  Except as specifically provided in this Amendment,
  the Rights Agreement shall continue in full force and effect in accordance
  with its terms.

	
   
	
   
	
   

	
   
	
  4.
	
  This Amendment shall be governed by and construed in
  accordance with the laws of the State of Delaware applicable to contracts to
  be made and performed entirely within such State, provided, however, that all
  provisions regarding the rights, duties and obligations of the Rights Agent
  shall be governed by and construed in accordance with the laws of the State
  of New York applicable to contracts made and to be performed entirely within
  such State.

	
   
	
   
	
   

	
   
	
  5.
	
  This Amendment may be executed in any number of
  counterparts and each of such counterparts shall for all purposes be deemed
  an original, and all such counterparts shall together constitute but one and
  the same instrument.












	
   
	
  6.
	
  Except as expressly set forth herein, this Amendment
  shall not by implication or otherwise alter, modify, amend or in any way
  affect any of the terms, conditions, obligations, covenants or agreements
  contained in the Rights Agreement, all of which are ratified and affirmed in
  all respects and shall continue in full force and effect.

	
   
	
   
	
   

	
   
	
  7.
	
  Capitalized terms used herein but not defined shall
  have the meanings given to them in the Rights Agreement.



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intentionally left blank]






           In
witness whereof, the parties have caused this Amendment to be executed as of
the date first written above.

	
   
	
  Mellon Investor Services 

  LLC, as Rights Agent
	
   
	
  Maxwell Technologies, Inc.

	
   
	
   
	
   
	
   

	
   
	
  By  /s/
  Sharon Knepper
	
   
	
  By  /s/
  Donald M. Roberts

	
   
	
  


  	
   
	
  


  	
   

	
   
	
  Title  Vice
  President
	
   
	
  Title  Vice
  President